Samsung C&T must raise compensation for merger with Cheil on final court ruling

2022.04.15 10:46:11 | 2022.04.15 11:28:44

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Samsung C&T Corp. must adjust up compensation for its shareholders over its merger with Cheil Industries Inc. in 2015 for hereditary succession of group heir Jay Y. Lee after the final court upheld a lower court ruling.

The Supreme Court on Thursday confirmed the original ruling that ordered the de facto holding company of Samsung Group to raise the buyback value to 66,602 won ($54) per share from 57,234 won paid in compensation of cancellation in favor of shareholders including Ilsung Pharmaceuticals Co. who argued undervaluation of their shares.

The final ruling came about six years after the case arrived at the top court in June 2016.

Ilsung Pharmaceuticals and other shareholders opposed the Samsung C&T and Cheil’s merger in 2015 and demanded buyback by arguing that the share swap ratio favors Cheil Industries.

Samsung C&T offered to buy back shares at 57,234 won per share but the shareholders found the price too low and filed a suit requesting the court to cancel the merger and adjust the price.

In the first trial, the court ruled in favor of Samsung C&T, saying that 57,234 won offered by the company for the merger is adequate as the price was based on the closing of the day before the merger was approved by the board.

The higher court overturned the lower court ruling and ordered the company to revise up the price to 66,602 won per share based on the closing price of December 17, 2014, the day before Cheil Industries was listed.

Upon ruling, Samsung C&T will have to pay 30.9 billion won more to Ilsung Pharmaceuticals.

The court disagreed with the plaintiff argument that Samsung C&T intentionally underreported its earnings to facilitate the hereditary succession and that the National Pension Service’ divested shares in Samsung C&T to help lower the merger cost, citing lack of evidence.

The top court, meanwhile, upheld a two and a half year prison term, each, for former health minister Moon Hyung-pyo and former chief of asset management at NPS Hong Wan-sun that was indicted on charges of pressuring the NPS to back the merger deal between Samsung C&T and Cheil Industries.

Shares of Samsung C&T were trading 1.36 percent lower at 109,000 won on Friday morning.

By Kim Hyung-joo and Lee Eun-joo

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